Cayman Islands Limited Liability Partnerships

• Law Firm: Conyers
• Subject Matter: Finance and Banking, Corporate/Commercial Law, Debt Capital Markets, Charges, Mortgages, Indemnities, Financial Services, Corporate and Company Law
• Author: Conyers
• Published date: 18 January 2023

Preface

This publication has been prepared for the assistance of those who are considering the formation of limited liability partnerships in the Cayman Islands pursuant to the terms of The Limited Liability Partnership Act (2021 Revision) (as amended). It deals in broad terms with the requirements of Cayman Islands law for the establishment and operation of such entities. It is not intended to be exhaustive but merely to provide brief details and information which we hope will be of use to our clients. We recommend that our clients and prospective clients seek legal advice in the Cayman Islands on their specific proposals before taking steps to implement them.

Before proceeding with the registration of a limited liability partnership in the Cayman Islands, persons are advised to consult their tax, legal and other professional advisers in their respective jurisdictions.

Persons considering establishing limited liability partnerships to carry on a regulated activity such as insurance or mutual fund business should request separate publications prepared by Conyers on these topics.

Conyers

1. INTRODUCTION

The principal statute governing the formation and operation of limited liability partnerships (each an "LLP") in the Cayman Islands is The Limited Liability Partnership Act (2021 Revision) (as amended) (the "Act").

An LLP is an entity with legal personality other than a body corporate which is separate and distinct from its partners and, unless otherwise provided in its partnership agreement, is capable of exercising all the functions of a natural person of full capacity irrespective of any question of benefit. An LLP has perpetual succession, the capacity to sue and be sued it its own name and the power to acquire, hold and dispose of property. An LLP may be registered where two or more persons carrying on business in common for any lawful purpose have agreed, with or without other terms, that the business shall be carried on, following registration, in the form of an LLP.

2. PRE-REGISTRATION MATTERS

2.1 Partnership Name

The proposed name of the LLP can be reserved with the Registrar of Limited Liability Partnerships (the "Registrar") for up to one hundred and twenty days. No LLP may be registered with a name that is identical to the name of an LLP already registered or which so nearly resembles such name (or translated name) as to be calculated to deceive unless the LLP in existence is in the course of being dissolved and provides its consent. Similarly...